U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                (Amendment No. 1)

[X] QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
    EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1996

                                       OR

[ ] TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
    EXCHANGE ACT OF 1934

            From the transition period from __________ to __________

                         Commission File Number 0-19899

                             U.S. HOME & GARDEN INC.
                          (Exact name of registrant as
                            specified in its charter)


           Delaware                                             77-0262908
(State or other jurisdiction                                   IRS Employer
of incorporation or organization)                        (Identification Number)

                        655 Montgomery Street, Suite 830
                         San Francisco, California 94111
                    (Address of Principal Executive Offices)

                                 (415) 616-8111
              (Registrant's Telephone Number, Including Area Code)

Indicate by check whether the registrant:  (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes   X            No ______

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

As of November 12, 1996,  there were  13,917,266  shares of the issuer's  common
stock, par value $.001 per share, outstanding.

<PAGE>


                           PART II - OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K

a.    Exhibits

     10.1  Purchase  Agreement,  dated as of  August 9,  1996,  by and among the
Company,  Easy Gardener  Acquisition  Corp.,  Weatherly Consumer Products Group,
Inc.  and  the  stockholders  of  Weatherly   Consumer   Products  Group,   Inc.
(incorporated by reference to Exhibit 10.1 filed with the Company's Form 8-K for
the event dated August 9, 1996).

     27 Financial Data Schedule as amended.

b.  During the quarter  ended  September  30,  1996 the Company  filed a current
report on Form 8- K, (under  Item 2 of Form 8-K) for the event  dated  August 9,
1996, to report the purchase of Weatherly Consumer Products Group, Inc.




                                       
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                U.S. HOME & GARDEN INC.
                                                (Registrant)


Date:  November 15, 1996                        By:  /s/  Robert Kassel
                                                     ---------------------------
                                                       Robert Kassel, President,
                                                     Chief Executive Officer and
                                                      Treasurer (Duly Authorized
                                                           Officer and Principal
                                                        Financial and Accounting
                                                                        Officer)